Exhibit 3.1

SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

LEGACY EDUCATION ALLIANCE, INC.

Legacy Education Alliance Inc., a Nevada corporation (the “Corporation”), does hereby certify as follows:

First: The name of the Corporation is Legacy Education Alliance, Inc. The original articles of incorporation of the Corporation were filed with the Secretary of State of the State of Nevada on November 23, 2010 and were amended on April 24, 2012 and were further amended on September 30, 2014

Second: In an action taken by written consent by the Board of Directors of the Corporation, a resolution was duly adopted, subject to stockholders approval, to amend and restate the Articles of Incorporation of the Corporation. The stockholders duly approved and adopted these First Amended and Restated Articles of Incorporation by written consent in accordance with the laws of the state of Nevada.

Third: The Articles of Incorporation of the Corporation, as amended, are hereby amended and restated in their entirety to read follows:

ARTICLE I

NAME OF CORPORATION

The name of the corporation is Legacy Education Alliance Inc.

ARTICLE II

REGISTERED AGENT FOR SERVICE OF PROCESS

The Corporation’s commercial registered agent is InCorp Services, Inc.

ARTICLE III

PURPOSE

The purpose of the Corporation is to engage in any legal purpose and to do all other things incidental thereto.

ARTICLE IV

AUTHORIZED STOCK

Section 1. Authorized Stock. The total number of shares of capital stock which may be issued by the Corporation is two hundred twenty million (220,000,000), of which:

Section 2. Common Stock. Each share of Common Stock shall entitle the holder thereof to one (1) vote on any matter submitted vote at a meeting of the stockholders.

Section 3. Preferred Stock. The Board of Directors is authorized, subject to limitations prescribed by law, to fix by resolution or resolutions the designations, powers, preferences and rights, and the qualifications, limitations or restrictions thereof, of any wholly unissued series of Preferred Stock, including without limitation authority to fix by resolution or resolutions the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, and liquidation preferences of any such series, and the number of shares constituting any such series and the designation thereof, or any of the foregoing.

Fourth: The vote by which the stockholders holding shares in the Corporation entitling them to exercise at least a majority of voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation, have voted in favor of the amendments is as follows: 

[The next page is the signature page]

The undersigned authorized officer of the Corporation has executed these Second Amended and Restated Articles of Incorporation, certifying that the facts herein stated are true, this 10^th day of November, 2014.

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